LawAssignment-2_ParamSinghGill

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Business & Family Law Assignment-2 Teleflex Inc . v. I.M.P. Group Ltd ., (1996) 149 N.S.R. (2d) 355 (NSCA); 1996 CanLII 5603 Teleflex Inc., an American company manufacturing aircraft components, knew that I.M.P. Group Ltd. was negotiating with the Brazilian Government to carry out a program for the turbinization of its Tracker aircraft fleet. Teleflex offered to supply necessary parts, to which proposal I.M.P. responded with a purchase order for 13 quadrant assembly sets at $27,500/each. The shipping schedule was to commence in March 1990. Included was a provision whereby I.M.P. could order a suspension of the work with a reasonable price adjustment, and a further provision whereby I.M.P. could terminate the order with payment to Teleflex for both completed and uncompleted work, according to a formula that factored in lost profits. Thereafter, Teleflex commenced manufacturing the quadrant assembly units. In September 1989, Teleflex received the first of a series of notices from I.M.P. requesting a postponement of delivery of the units. Teleflex acknowledged receipt od these stop-work letters, advising that in the event of termination its termination liability schedule “attached to our original proposal will apply.” I.M.P. continued to experience difficulties in closing the deal with the Brazilian government and finally, in 1994, indicated that it would not be requiring fulfillment of the purchase order. Teleflex treated this as a termination notice and advised I.M.P. that it would submit a termination claim based on work performed to date. The claim amounted to US$229,576 for materials, overhead, and profit. I.M.P. countered that no monies were payable because the contract had been frustrated by the Brazilian government, and further, no quadrant assembly units were ever delivered by Teleflex. Question: Based on these facts, was the contract frustrated? Is any money payable to Teleflex? What factors affect your conclusion? Answer: The question in this case is whether the contract was frustrated between Telefax and I.M.P and if yes, then are Telefax owed any compensation? But before answering these questions we have to focus on when a contract is deemed to be frustrated. Frustration of a contract takes place when an unpredictable or unforeseen event occurs which is beyond the control of the parties, and it renders the performance of a contract impossible or different from what parties originally agreed upon. In the said case it was argued by the I.M.P that the contract was frustrated by the Brazilian Government as they experienced difficulties in closing the deal, which lead to unnecessary delays and over time lead to the termination of purchase. Therefore, as per I.M.P they are not liable to pay any compensation to Telefax. But when considering the frustration of a contract it is a little unclear whether the difficulties faced by I.M.P were foreseeable, and we also have to consider that mere hardship to perform does not frustrate a contract. Moreover, in the contract specific terms have been laid that dealt with the Submitted By: Param Singh Gill Id: 101364330
suspension and termination of the contract that included payment for the completed and uncompleted work as per a formula that factored in lost profits. In the case it is stated that Telefax had already started manufacturing the quadrant assembly and while submitting the claim or compensation they took into consideration the work that has been completed. After reading the case thoroughly, we can conclude that I.M.P was liable for compensating Telefax for the work completed as the contract was not frustrated. Tim Ludwig Professional Corporation v. BDO Canada LLP , 2017 ONCA 292 (CanLII) Ludwig, a chartered accountant, was a partner of BDO for 22 years. The partnership agreement provided that the policy board could force the resignation of a partner if it determined that it was not in the best interests of BDO for the partner to remain with the firm. In fact, the CEO made the decision to force Ludwig’s retirement and the policy board did not consider whether Ludwig’s retirement was in the best interests of the partnership. The Court awarded $100,000 in aggravated damages for the harm caused to Ludwig’s reputation by his expulsion from the partnership. The Partnership Act confirmed that the common law applicable to partnerships continued in force after the passage of the legislation. Question: What part of the common law of partnership did the Court rely upon in reaching its decision? Answer: Before talking about the common law of partnership the court relied upon. I would first like to analyze the facts of the case. In the case the decision to force Ludwig’s retirement by the CEO without the policy board considering whether the decision was in the best interest of the partnership. It can be assumed that as per the court the decision of the CEO was made in bad faith. As it was stated in the partnership agreement that the policy board could force the resignation of a partner, if it was able to ascertain that the involvement of the partner was not in the best interests of BDO. Therefore, the aggravated damages of $100,000 which were awarded by the court as the decision made by the CEO not only harmed his interests in the partnership but also harmed his reputation of Ludwig. Here comes in play the Partnership Act as the court relied on the common law doctrine of good faith and fair dealing in partnerships. Bateman v. Steed, 2014 SKPC 81 (CanLII) Bateman purchased the Steeds’ home, but abandoned it six months after taking possession. She asked for the return of the deposit she had paid because of misrepresentations made by the Steeds and their realtor, Swarz. Bateman claimed that there were windows that didn’t open, sagging floors, a leaking roof, and mould. The Property Condition Disclosure Statement indicated that the Steeds were unaware of any roof leaks or moisture or water problems. This was not true and the Court held that it was negligent misrepresentation of material facts. Swartz represented both the Steeds and Bateman. The Limited Dual Agency Acknowledgement Form required Swarz to “disclose to the Buyer all material defects about the physical condition of the property Submitted By: Param Singh Gill Id: 101364330
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